First Foundation stockholders approve merger proposals

First Foundation Inc. held a special stockholder meeting on February 27, 2026, where four proposals were considered.

Rhea-AI Filing Summary

First Foundation Inc. held a special stockholder meeting on February 27, 2026, where four proposals were considered. Stockholders approved the First Foundation merger proposal, the merger compensation proposal, and an amendment proposal by wide margins, as shown in the detailed vote counts.

Because a quorum was present and the merger compensation proposal received the required support, the adjournment proposal was withdrawn and no vote was taken on it. Further details on these proposals are available in the joint proxy statement/prospectus and its supplement filed earlier with the SEC.

Insights

Corporate actions analyst

Stockholders approved key merger-related proposals with strong support.

Stockholders of First Foundation Inc. approved a merger proposal with 63,026,154 votes for and only 36,785 against, indicating overwhelming support. Related compensation arrangements and a charter amendment were also approved with similarly lopsided tallies.

The adjournment proposal was withdrawn because a quorum was present and the merger compensation proposal obtained the requisite vote. This means the company can move forward under the merger framework described in the joint proxy statement/prospectus filed on January 15, 2026 and its February 6, 2026 supplement.

Subsequent disclosures tied to that joint proxy statement/prospectus will provide the operative transaction terms and any remaining conditions. The voting results here primarily confirm that stockholder approval conditions described in those documents have been satisfied.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did First Foundation Inc. (FFWM) stockholders vote on at the special meeting?

Stockholders voted on a merger proposal, a merger-related compensation proposal, an amendment proposal, and an adjournment proposal. The first three received the requisite approval, while the adjournment proposal was withdrawn because a quorum existed and key items had already passed.

Was the First Foundation (FFWM) merger proposal approved by stockholders?

Yes, the merger proposal was approved with 63,026,154 votes for, 36,785 against, and 52,655 abstentions. These results show very strong support among voting stockholders for proceeding under the merger terms described in the joint proxy statement/prospectus.

How did First Foundation (FFWM) stockholders vote on the merger compensation proposal?

The merger compensation proposal received 61,420,708 votes for, 1,570,317 against, and 124,569 abstentions. This indicates stockholders approved the compensation arrangements related to the merger as outlined in the joint proxy statement/prospectus and its February 6, 2026 supplement.

What was the outcome of the First Foundation (FFWM) amendment proposal vote?

The amendment proposal passed with 62,964,438 votes for, 94,736 against, and 56,420 abstentions. Approval of this amendment aligns with the broader merger-related package presented to stockholders in the definitive joint proxy statement/prospectus filed on January 15, 2026.

Why was the adjournment proposal at the First Foundation (FFWM) meeting withdrawn?

The adjournment proposal was withdrawn and not called for a vote because a quorum was present and the merger compensation proposal received the requisite stockholder approval. With key items already approved, there was no need to adjourn and reconvene the meeting.

Where can investors find more details about the First Foundation (FFWM) merger proposals?

Detailed descriptions of the merger, merger compensation, amendment, and adjournment proposals appear in the definitive joint proxy statement/prospectus filed on January 15, 2026, and a supplement filed on February 6, 2026, both available through the SEC’s public filing system.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/27/2026 - 04:10 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 27, 2026

FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36461	20-8639702
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

5221 North O’Connor Boulevard, Suite 1375

Irving, Texas 75309

(Address of principal executive offices and zip code)

(469) 638-9639

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.001 Par Value		FFWM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

First Foundation Inc. (“First Foundation”) held a special meeting of stockholders on February 27, 2026 (the “First Foundation special meeting”). At the First Foundation special meeting, the following four proposals were considered:

· Proposal 1: a proposal to adopt the Agreement and Plan of Merger, dated as of October 27, 2025, by and between First Foundation and FirstSun Capital Bancorp (“FirstSun”), as it may be amended from time to time (the “merger agreement”), under which First Foundation will merge with and into FirstSun (the “merger”), and to approve the consummation of the transactions contemplated thereby (the “First Foundation merger proposal”);

· Proposal 2: a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of First Foundation that is based on or otherwise relates to the merger (the “First Foundation merger compensation proposal”);

· Proposal 3: a proposal to adjourn the First Foundation special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the First Foundation merger proposal (the “First Foundation adjournment proposal”); and

· Proposal 4: a proposal to approve, on a non-binding, advisory basis, an amendment to FirstSun’s certificate of incorporation to (1) increase the number of authorized shares of FirstSun’s common stock and (2) to create a class of FirstSun non-voting common stock (the “First Foundation amendment proposal”).

Each proposal considered and voted on was approved by the requisite vote of First Foundation’s stockholders. The final voting results for the First Foundation merger proposal, the First Foundation merger compensation proposal and the First Foundation amendment proposal are presented below. Because a quorum was present at the special meeting and the First Foundation merger compensation proposal received the requisite vote needed for approval, a vote on the First Foundation adjournment proposal was withdrawn and not called. For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by First Foundation with the U.S. Securities and Exchange Commission (the “SEC”) on January 15, 2026, as supplemented by the supplement to joint proxy statement/prospectus filed by First Foundation with the SEC on February 6, 2026.

Proposal 1: First Foundation merger proposal

Votes For		Votes Against		Abstain		Broker Non-Votes
63,026,154		36,785		52,655		N/A

Proposal 2: First Foundation merger compensation proposal

Votes For		Votes Against		Abstain		Broker Non-Votes
61,420,708		1,570,317		124,569		N/A

Proposal 4: First Foundation amendment proposal

Votes For		Votes Against		Abstain		Broker Non-Votes
62,964,438		94,736		56,420		N/A

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST FOUNDATION INC.
Date: February 27, 2026	By:	/s/ Jamie Britton
	Name:	Jamie Britton
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB